Eileen Marshall

Eileen’s practice includes all aspects of domestic and cross-border mergers, acquisitions, divestitures, restructurings, tax-free reorganizations, taxable and tax-free spinoffs, incorporations and partnership formations. She also has significant experience advising on tax issues in connection with public and private equity and debt financings and restructurings.

Select publications:

• Co-drafter, “Comments on Notice 2023-2 Regarding the Excise Tax under Section 4501,” American Bar Association Section of Taxation, March 20, 2023
• Co-drafter, “Comments on Section 4501 Excise Tax on Certain Repurchases of Corporate Stock,” American Bar Association Section of Taxation, December 7, 2022
• Co-author, “A Tasting Menu: Selections from Our Favorite Unresolved Issues in the Garlock Treatise,” Taxation of Financial Products and Transactions, Practising Law Institute, 2021
• Co-author, “What is ‘Interest’? and Other Mysteries under the Proposed Section 163(j) Regulations,” Taxation of Financial Products and Transactions, Practising Law Institute, 2020
• Co-author, “Life Cycle of a Corporation: Funding Growth in the Teenage Years,” University of Southern California Gould School of Law, 72nd Institute of Federal Taxation – Major Tax Planning, 2020
• Co-author, “Merger Termination Fees and the Reach of Section 1234A,” Taxation of Financial Products and Transactions, Practising Law Institute, November 2017
• Co-author, “A User’s Guide to Call Spread Convertibles,” Taxation of Financial Products and Transactions, Practising Law Institute, 2009
• Co-Author, “Practical Run-Ins between Conventional Convertible Debt Instruments and Certain Interest Disallowance Provisions of the Code,” Taxation of Financial Products and Transactions, Practising Law Institute, 2008
• Co-author, “Structuring the Corporate Start-Up,” New York University 64th Annual Institute on Federal Taxation, 2006
• Co-author, “More from the Abyss of Debt and Equity,” New York University 63rd Annual Institute on Federal Taxation, 2005

Select speaking engagements:

• “Qualified Small Business Stock Post-OBBBA,” American Bar Association, May 9, 2026
• “Issues Related to Equity-Flavored Debt and Debt Workouts,” Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Reorganizations and Restructurings, Practising Law Institute, November 14, 2025
• “Stock Questions, But Not Stock Answers: An Exploration of the Different Flavors of Equity in Corporate Capital Structures,” University of Chicago Law School, 78th Annual Federal Tax Conference, November 5, 2025
• “Hot Topics in Corporate M&A,” Texas Federal Tax Institute, June 5, 2025
• “Selected Financial Products Issues in Corporate Transactions,” Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Reorganizations and Restructurings, Practising Law Institute, November 15, 2024
• “M&A Deals – What’s New?” 40th Annual Tax Executives Institute (TEI) – San Jose State University High Tech Tax Institute, November 4, 2024
• “Stock Repurchase Excise Tax – Application to Financial Products,” American Bar Association Tax Section, February 10, 2023
• “The Stock Buyback Excise Tax,” Annual Tax Legislative and Regulatory Update Conference, District of Columbia Bar Association, January 26, 2023
• “M&A and Financings Trends,” 38th Annual Tax Executives Institute (TEI) – San Jose State University High Tech Tax Institute, November 8, 2022
• “Unique Deal Structures and “Bolt-On” Innovations in M&A,” American Bar Association Tax Section, October 15th, 2022
• “Section 355 Update,” Annual Tax Legislative and Regulatory Update Conference, District of Columbia Bar Association, Taxation Section, May 4, 2022
• “SPACs – Cross-Border Issues,” Cross-Border M&A Tax Planning, Practising Law Institute, March 15, 2022
• “Financing Developments and Tax Considerations, IPOs, SPACs, and UP-Cs,” 37th Annual Tax Executives Institute (TEI) – San Jose State University High Tech Tax Institute, November 8, 2021
• “Treatment of Liabilities in Corporate Transactions,” American Bar Association, Corporate Tax Committee, September 20, 2021
• “To Integrate or Not to Integrate and Other Hedging Questions,” American Bar Association Tax Section, Financial Institutions and Products Committee, January 29, 2021
• “Cross Border M&A Update,” American Bar Association Tax Section, Corporate Tax Committee, January 28, 2021
• “A Tasting Menu: A Selection of Our Favorite Unresolved Issues in the Garlock Treatise,” Taxation of Financial Products and Transactions, Practising Law Institute, January 11, 2021
• “Dealing with Losses: CARES Act Changes, Debt Restructuring, and Other Strategies for a Strong Future,” 36th Annual Tax Executives Institute (TEI) – San Jose State University High Tech Tax Institute, November 10, 2020
• “Life Cycle of a Corporation: The Teenage Years and Early Adulthood,” University of Southern California Gould School of Law, 72nd Institute of Federal Taxation – Major Tax Planning, January 27, 2020
• “Wish List for Final Section 163(j) Regulations,” Taxation of Financial Products and Transactions, Practising Law Institute, January 13, 2020
• “Panoply of Hot Topics in Corporate Taxation,” American Bar Association Tax Section, Corporate Tax Committee, October 5, 2019
• “Contingent Value Rights, Earn-Outs and Other Contingent Payment Instruments,” American Bar Association Tax Section, Financial Transactions Committee, October 4, 2019
• “Transitioning Away from LIBOR: What Does It Mean?” District of Columbia Bar Tax Section, Financial Products Committee, June 11, 2019
• “M&A Meets the TCJA: Who Wins?” 34th Annual Tax Executives Institute (TEl) – San Jose State University High Tech Tax Institute, November 6, 2018
• “Taxable Acquisitions Post-TCJA,” District of Columbia Bar Tax Section, Corporate Tax Committee, June 7, 2018
• “Issues Involving Equity-Linked and Other Complex Debt,” American Bar Association Tax Section, Financial Transactions Committee, February 9, 2018
• “Protecting Your Exits,” 33rd Annual Tax Executives Institute (TEl) – San Jose State University High Tech Tax Institute, November 8, 2017
• “Final Section 385 Regulations: How Will the Documentation Rules Apply in the Real World,” American Bar Association Tax Section, Financial Transactions, January 20, 2017
• “Current Issues in Section 305,” District of Columbia Bar Tax Section, Corporate Tax Committee, December 14, 2016
• “A Little of This, a Little of That: Cherry-Picking Gains and Losses in Transactions,” American Bar Association Tax Section, Corporate Tax Committee, May 7, 2016
• “The Cottage Savings Regulations Revisited,” American Bar Association Tax Section, Financial Transactions Committee, January 29, 2016
• “Liability Assumptions,” Taxation of Financial Products and Transactions, Practising Law Institute, January 19, 2016
• “Not Free from Doubt: Corporate Tax Opinions,” American Bar Association Tax Section, Corporate Tax Committee, May 9, 2015
• “Pilgrim's Progress or Dead-End Street? Section 1234A,” American Bar Association Tax Section, Financial Transactions Committee, May 9, 2014
• “M&A and Section 367,” Basics of International Taxation, Practising Law Institute, July 23, 2013
• “Short Derivatives: Selected Issues,” American Bar Association Tax Section, Financial Transactions Committee, February 17, 2012
• “Practical Issues Arising from Equity-Flavored Debt Issuances,” Taxation of Financial Products and Transactions, Practising Law Institute, April 14, 2009

Memberships: 

• American Bar Association, Tax Section, former vice chair of continuing legal education
• American Bar Association, Tax Section, Corporate Tax Committee, former chair
• American College of Tax Counsel, fellow
• American Bar Association, Tax Section, former council director
• American Bar Association, Tax Section, Financial Transactions Committee, former chair
• American Bar Association, Tax Section, member
• District of Columbia Bar Association, Tax Section, Financial Products Committee, former chair
• District of Columbia Bar Association, Tax Section, member